Bene Office Furniture

INVESTOR RELATIONS: Corporate Governance


The Austrian Code of Corporate Governance (OeCGK) was published in October 2002 and supplemented in February 2005 and January 2006. The OeCGK 2006 primarily addresses Austrian stock listed companies. The basis of the Code are provisions of the Austrian corporation law, securities law and capital market law, EU Directives regarding the responsibilities of supervisory board members and the compensation for the management board, as well as the principles of OECD Guidelines for Corporate Governance.

The OeCGK supports Austrian companies with a framework of voluntary and self-regulatory provisions governing management functions and supervisory tasks. The goal of the Code is to assure the responsible management and supervision of companies and groups of companies, with the ultimate target to create sustainable and long-term values. It has been created to increase transparency for shareholders and becomes effective on the voluntary commitment of companies.

BENE AG undertakes to comply with the Austrian Code of Corporate Governance, as amended in January 2006. In addition to the mandatory L-rules (legal requirements), BENE AG also complies with the C-rules (comply or explain) of the OeCGK, with the exception of the following:

C-rule 18:

The internal audit is performed by the BENE AG´s auditor. Due to the size of the company and based on economic criteria, it is not considered necessary to install a separate staff unit in management or to contract the function out to a competent institution.

C-rule 38:

The Articles of Incorporation do not define any age limit for the last appointment of management board members. The appointment of BENE AG´s members of the board is exclusively based on professional and personal qualifications of the candidates.

C-rule 57:

The Articles of Incorporation do not define any age limit for members of the supervisory board. In BENE AG´s view, an age limit for the last nomination of a member of the supervisory board is not necessary.








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